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The joint venture partners will each own a one-third stake in PNG LNG, a holding company for Liquid Niugini Gas, the PNG-based entity that will own and operate the LNG facility.
The agreement includes provisions for the entry of strategic partners to provide additional expertise and capital, and allowance for including the PNG Government as a partner in the project.
"We have the critical infrastructure in place today and the operating experience in PNG to provide support essential for the project's success," InterOil chief executive Phil Mulacek said.
"The project remains on track and we are ready to proceed with contractor selection and the final engineering and design work."
Liquid Niugini's two-train LNG plant, planned to produce up to 9 million tonnes of LNG per annum from 2012, will be located near InterOil's Napa Napa refinery.
Feedstock is intended to be sourced from InterOil's Elk and Antelope gas fields. But InterOil says it could also operate as a gas-gathering hub if these fields do not produce sufficient hydrocarbons.
